Dell’s board should be barred from allowing abstentions to
be counted as no votes and pushing back the date of the vote in
exchange for a sweetened offer from Michael Dell, lawyers for
six pension funds that have sued over the deal said in a
Delaware Chancery Court filing. Michael Dell and partner Silver
Lake Management LLC are offering $13.75-per-share plus a 13-cent
dividend to take the computer-maker private.

Dell and the company’s directors “cannot use the corporate
machinery to rig the election,” the funds said in an amended
complaint. Dell is the third-largest PC maker.

Shares of Round Rock, Texas-based Dell jumped the most in
six months following the board’s decision last week to accept
the offer from Dell, the company’s chairman, and to make
concessions that boosted his chances of winning shareholder
support for the bid.

David Frink, a Dell spokesman, said the company’s board
acted “in accordance with its fiduciary duties” in connection
with its decision to back Michael Dell’s enhanced offer.

Directors have “at all times sought to maximize value for
Dell stockholders” in connection with their handling of the
buyout offer, Frink said in an e-mailed statement.

Upcoming Hearing

The filing comes as Dell’s board faces an Aug. 12 hearing
on billionaire Carl Icahn request to have his suit challenging
Michael Dell’s offer put on the fast track. Icahn sued
separately from the pension funds.

Delaware Chancery Court Judge Leo Strine in Wilmington will
decide whether to speed up handling of Icahn’s suit and hear the
billionaire’s arguments about the transaction’s fairness before
a planned Sept. 12 shareholder vote on the deal. The pension
funds also have requested expedited status for their combined
suits.

Icahn contends Dell directors are seeking to “ram through
a going-private transaction” instead of allowing investors to
fairly consider his counter offer, according to court filings.

Dell officials have said that by taking the company
private, Michael Dell is seeking more leeway to cut jobs and
make shifts in strategy needed to court high-margin customers
who spend billions of dollars on data centers.